Nutzungsbedingungen

Applicability

These terms of service (the Terms) apply to the services provided by Scaffcalc AB, 559229-1362 (hereinafter Scaffcalc), to you as a customer (hereinafter also you or Customer) unless otherwise agreed in writing. The Service is intended for business customers only. By accepting these Terms, the Customer confirms that it acts in the course of its business. The Customer accepts these Terms by signing or accepting a Master Agreement that refers to them, by accepting them when creating an account or making a purchase in the Service, or by using the Service. The person accepting these Terms on behalf of the Customer confirms that they are authorised to bind the Customer.

1. Definitions and Structure of the Agreement

1.1 The agreement between Scaffcalc and the Customer consists of (a) the master agreement or order form signed or accepted by the Customer (the Master Agreement), (b) these Terms, and (c) the Plan Description set out in Annex A to these Terms, including the Block Schedule (collectively the Agreement).

1.2 In the Agreement:

• Service means the software and application provided by Scaffcalc, including the Calculator and any additional services added after the Agreement's commencement.
• Calculator means the calculation tool for requirements regarding quantity and strength included in the Service.
• Block means the unit of usage described in Section 3.
• Block Schedule means the table in the Plan Description stating which functions consume Blocks and how many.
• Plan Description means Annex A to these Terms, as updated by Scaffcalc from time to time, which describes the functions of the Service, the Block Schedule, and the standards, regions and systems covered by the Calculator.
• Contract Year means each period of twelve (12) months of the contract term under Section 6, or the full contract term if it is shorter.

1.3 In the event of conflict, the Master Agreement prevails over these Terms, and these Terms prevail over the Plan Description. As an exception, Sections 1.4 and 3.8 prevail over any statement in a Master Agreement signed before these Terms took effect on how the Customer's usage is measured, from the Customer's first renewal after that date. The Master Agreement states the plan, contract term, number of included Blocks, prices and fees. The Master Agreement does not describe which functions consume Blocks or how many. That is governed solely by Section 3 and the Block Schedule. In regard to consultancy services, ABK 09 applies as set out in Section 10.

1.4 Master Agreements and accounts created before Blocks were introduced may state the Customer's entitlement in other units, or may describe the use of Blocks. A description of the use of Blocks in a Master Agreement signed before the date these Terms took effect continues to apply as written until the first renewal after that date. From that renewal, Section 3 and the Block Schedule apply.

1.5 Where the Customer subscribes through self-service in the Service, for example by card payment, the order confirmation shown at purchase is the Master Agreement. Payment terms for such purchases are as stated at purchase. For such purchases, notices under the Agreement are sent to the email address of the account owner, and the Customer may change plan in the Service, which amends the Master Agreement accordingly. An upgrade takes effect immediately. The Customer then pays the difference between the annual fees of the new and the previous plan, in proportion to the time remaining of the current Contract Year, and immediately receives the full difference in included Blocks between the new and the previous plan. A downgrade takes effect from the next renewal.

2. Service and Scope

2.1 The Service consists of cloud-based software for designing, calculating and documenting scaffolding, including the Calculator. The functions available depend on which plan the Customer has signed up for in the Master Agreement and are described in the Plan Description. The Service also includes the Scaffcalc Estimator, a web application for producing material estimates (the Estimator), available as part of a plan or as a separate subscription.

2.2 The Service is provided by giving the Customer access to it through a user account on Scaffcalc's website. Scaffcalc provides the Customer with user instructions for using the Service. The Customer enters the requested information into the Calculator and is then provided with calculations and design documentation.

2.3 Calculations and design documentation are provided based on the information entered by the Customer. The Calculator does not take into account any information other than that provided by the Customer. The Customer is responsible for ensuring that the information entered is correct, that no essential information has been left out, and that the Service has an adequate internet connection.

2.4 If circumstances change in relation to the original information entered, so that the information in the Calculator is no longer accurate, the Customer is responsible for making a new calculation. Scaffcalc is not responsible, towards the Customer or any third party, for the accuracy of the information provided by the Customer, for inaccurately entered information, or for relevant information omitted by the Customer. The Customer is solely responsible for data and information entered and warrants that it does not infringe third party rights or violate applicable law. The Customer shall indemnify and hold Scaffcalc harmless from any claims arising due to breach of this undertaking.

2.5 The standards, regions and supplier systems for which the Calculator provides calculations are stated in the Plan Description or shown in the Service. Coverage may be extended or changed over time under Section 17. Within the stated coverage, calculations and design documentation aim to comply with the applicable parts of the standards stated in the Plan Description.

2.6 The Customer may have an unlimited number of users within its own organisation, unless the Master Agreement states otherwise.

3. Blocks

3.1 What a Block is. A Block is the unit used to measure the use of certain functions of the Service. Blocks are not money and are not a separate product. They are part of the license.

3.2 Included Blocks. The Master Agreement states how many Blocks are included per Contract Year. Included Blocks are made available at the start of each Contract Year. Unused included Blocks expire at the end of the Contract Year. For Estimator subscriptions, Section 3.9 applies.

3.3 Consumption. Certain functions consume Blocks when used. The Block Schedule states which functions consume Blocks and how many. A function that the Block Schedule does not list as consuming Blocks does not consume Blocks. Blocks are reserved when a function starts and deducted when the output is generated. If a function fails to deliver its output because of an error in the Service, the Blocks are returned and any reserved Blocks are released. The same applies if the function is cancelled before the output is generated. Included Blocks are consumed before top-up Blocks.

3.4 Top-up. The Customer may buy additional Blocks (Top-up Blocks) at the top-up price stated in the Master Agreement or, if not stated, in Scaffcalc's price list. Unused Top-up Blocks are carried over in full to the next Contract Year when the Agreement renews, but not beyond it. Top-up Blocks that remain unused at the end of that next Contract Year expire. Unused Top-up Blocks also expire when the Agreement ends.

3.5 Changes to the Block Schedule.

(a) Scaffcalc may add new functions and decide that they consume Blocks from the time they are made available.

(b) Scaffcalc may change which existing functions consume Blocks and how many Blocks they consume. Scaffcalc shall give the Customer at least thirty (30) days' notice by email to the contact email stated in the Master Agreement or, if none, to the account owner's email address. The notice shall state the new Block Schedule and the date it takes effect.

(c) A change does not affect Blocks already consumed or outputs already generated. Scaffcalc will not reduce the number of Blocks included in the Master Agreement for the current Contract Year.

(d) A change under (b) applies from the date stated in the notice. If the Customer objects in writing before that date, the previous Block Schedule continues to apply to the Customer until the end of the current Contract Year, and the Customer may terminate the Agreement in accordance with Section 6.1.

(e) Scaffcalc keeps previous versions of the Block Schedule with the dates they were in force.

(f) For a function that is designated as beta in the Service, Scaffcalc may change the number of Blocks it consumes at any time without prior notice, instead of the notice period in (b). The current number of Blocks is shown in the Service before the function is run. Such a change applies immediately even if the Customer objects, and the previous Block Schedule does not continue to apply to the beta function. The Customer may instead stop using the function or terminate the Agreement in accordance with Section 6.1. A change does not apply to a function run that has already started. A function may be designated as beta only when it is first made available. The beta period is normally about six (6) months but may be shorter or longer.

3.6 Insufficient Blocks. If the Customer's Block balance is insufficient for a function, Scaffcalc is not obliged to provide that function until the Customer has bought additional Blocks or new Blocks have been made available, for example at renewal.

3.7 Nature of Blocks. Blocks have no monetary value, cannot be transferred to another customer, and are not refundable or redeemable for money. Unused Blocks lapse when the Agreement ends, as set out in Sections 3.2, 3.4 and 3.9.

3.8 Conversion of earlier entitlements. Scaffcalc may convert any entitlement stated in units other than Blocks, for example a number of material list exports, drawings or calculations, in a Master Agreement or an account created before Blocks were introduced, into an equivalent number of Blocks. The conversion is based on the Block Schedule in force on the date of conversion and shall give the Customer at least the same number of outputs as before the conversion. Scaffcalc shall inform the Customer of the conversion in writing. From the conversion, this Section 3 applies to the converted Blocks. The conversion takes place at the Customer's first renewal after these Terms take effect, or earlier with the Customer's consent.

3.9 Estimator. In the Estimator, estimates consume Blocks as stated in the Block Schedule. For Estimator plans, the amounts are stated in the Plan Description and the following applies:

(a) A free trial includes a limited number of Blocks that expire after a stated period.

(b) A paid Estimator subscription includes an allotment of Blocks for each billing period, made available in advance at the start of the period. Unused Blocks expire at the end of the billing period and are not carried over.

(c) The Customer may buy additional Blocks in packs. Pack Blocks do not expire as long as the subscription is paid. Included Blocks are consumed before pack Blocks.

(d) Scaffcalc may grant additional Blocks for referred customers on the terms stated in the Plan Description.

(e) Where the Customer has a plan that includes the Estimator, estimates consume Blocks from the Customer's plan and not from a separate Estimator allotment.

4. Calculations and Customer Responsibility

4.1 The results of the Calculator are based solely on the inputs provided by the Customer.

4.2 The Calculator does not constitute engineering advice. Calculations and design documentation shall be reviewed by a competent person before the scaffold is erected or used, as required by applicable law. Compliance with applicable standards, regulations and law remains the Customer's sole responsibility.

4.3 Scaffcalc's responsibility for errors in the Calculator that are caused by Scaffcalc is governed only by Sections 11 and 12.

4.4 AI-generated models. The AI building import produces a three-dimensional model from images, drawings, measurements and text prompts provided by the Customer, using artificial intelligence. The model is an approximation and may deviate from the actual building. The Customer shall verify dimensions and details against the actual building before relying on the model for design, calculation or assembly. Dimensions and details of an AI-generated model that the Customer uses in the Calculator are information provided by the Customer under Section 2.3.

4.5 Calculation reports. The Service may generate a calculation report that summarises a calculation performed in the Calculator in a document. The calculation report is an output of the Calculator, and Sections 2.3, 2.4, 4.1 and 4.2 apply to it as to the calculation it summarises. Unless the Plan Description states that a calculation report is verified, it is not a structural verification or structural documentation by Scaffcalc's engineers and does not replace one. A calculation report reflects the calculation at the time it was generated. If the scaffold or the information entered changes, the Customer is responsible for performing a new calculation and generating a new report. The Block Schedule states what a calculation report consumes. Calculation reports are based on the Eurocodes. Where the national annex for the project's location is not available in the Service, the calculation is based on the national annexes and values available in the Service, and the Customer is responsible for verifying compliance with local requirements.

5. Agreed Price and Fees

5.1 The price for the Service is as stated in the Master Agreement. Unless otherwise stated, the Customer pays an annual license fee for the plan, which includes the Blocks included in the Master Agreement. Any administration fee stated in the Master Agreement is added to the first invoice. All prices are stated excluding VAT.

5.2 Calculations and design documentation for temporary roof systems (weather protection roofs) consume Blocks as stated in the Block Schedule and are available only in the plans stated in the Plan Description. The parties may instead agree that they are provided as a separate consultancy assignment under Section 10. Such an assignment either consumes Blocks at the hourly rate stated in the Block Schedule or, if the parties so agree, is invoiced per hour at the rate stated in the Master Agreement or, if not stated, in Scaffcalc's price list. The estimated time for such an assignment shall be agreed in writing before work begins.

5.3 If the parties have not agreed on a price, the Customer shall pay the prices and fees in Scaffcalc's price list, as applicable from time to time and available on request.

5.4 Scaffcalc may adjust the price for the Service. As Scaffcalc adds tools and features, and in response to local market changes such as taxes or inflation, plans and prices may change. The yearly increase is expected to follow the Swedish consumer price index (KPI) plus 4 per cent but may be more or less, and shall be reasonable under the circumstances. Prices are adjusted once per calendar year, on a date determined by Scaffcalc, without prior notice to the Customer. Any additional price adjustment during the same calendar year shall be notified to the Customer by email at least thirty (30) days before it takes effect. Price adjustments do not affect amounts already invoiced and apply from the next invoice. The Agreement renews at the adjusted price unless terminated under Section 6.1. Changes in taxes and charges imposed by authorities may be passed on when they take effect. The price of Top-up Blocks may be adjusted on thirty (30) days' notice and does not affect orders already placed.

6. Contract Term and Termination

6.1 The contract term is one (1) year from the time the Customer gains access to its account, unless the Master Agreement states a longer or shorter term, for example two (2) or three (3) years. The Agreement renews automatically for successive periods of twelve (12) months, or such other period as the Master Agreement states, unless either party gives written notice of termination at least thirty (30) days before the current term expires.

6.2 Each party may terminate the Agreement with immediate effect if the other party has been declared bankrupt, initiated composition negotiations, is subject to corporate restructuring, or is otherwise insolvent. Scaffcalc may also terminate the Agreement if a payment for the Service has not been received within thirty (30) days of the invoice date.

6.3 Upon termination, Scaffcalc is entitled to charge the Customer for the period during which the Service was available to the Customer. Fees paid in advance are not refunded, unless the Agreement ends because of Scaffcalc's material breach. The Customer may export its data from the Service during the term and for seven (7) days after the Agreement has ended. Scaffcalc may thereafter delete the Customer's data, subject to Section 13.1.

6.4 Where calculations and design documentation for temporary roof systems (weather protection roofs) are provided as a separate assignment under Section 5.2, the Agreement for that assignment ends when the design documents have been provided to the Customer.

6.5 The Estimator subscription is available with monthly or annual billing. With monthly billing, the contract term is one (1) month and renews automatically for successive months, and the Customer may terminate with effect from the end of the current month. With annual billing, Section 6.1 applies.

6.6 Scaffcalc may suspend the Customer's access to the Service if an invoice has not been paid within thirty (30) days of the invoice date, until payment is received. Fees continue to accrue during the suspension. The right to suspend applies in addition to, and does not limit, Scaffcalc's right to terminate the Agreement under Section 6.2.

6.7 Either party may terminate the Agreement with immediate effect if the other party commits a material breach of the Agreement and does not remedy it within thirty (30) days of written notice.

7. Billing

7.1 Billing frequency is as stated in the Master Agreement. Unless otherwise stated, the annual license fee is invoiced annually in advance at the start of each Contract Year. If monthly billing has been agreed, invoices are issued monthly in advance. A delay in invoicing does not affect the Customer's obligation to pay. Customers billed monthly before these Terms took effect continue to be billed monthly until their first renewal after that date, unless otherwise agreed.

7.2 Invoices are normally due thirty (30) days after the invoice date and are issued to the Customer. In the event of non-payment, interest on overdue payments is charged on the outstanding amount in accordance with applicable law from the due date until payment is received.

8. Acceptable Use

8.1 The Customer may use the Service solely for internal business purposes within its organisation and for no other purpose, and in no other way, than what is set out in the Agreement.

8.2 The Customer shall not use the Service for any illegal or unauthorized purpose and shall comply with all applicable laws and regulations.

8.3 The Customer shall not, and shall not allow anyone else to: (a) copy, decompile, disassemble or otherwise reverse engineer the Service or any part of it, except to the extent permitted by mandatory law; (b) access or extract data from the Service by scraping, robots or other automated means not provided by Scaffcalc; (c) use the Service or any output from it to develop or train a competing product or service; or (d) circumvent the consumption of Blocks or any other technical limitation of the Service.

8.4 If the Customer breaches Section 8.3, Scaffcalc may suspend the Customer's access to the Service with immediate effect and terminate the Agreement with immediate effect. The Customer shall also pay liquidated damages equal to twenty (20) times the annual fee for the Service or EUR 2,000,000, whichever is higher, for each breach. Liquidated damages do not limit Scaffcalc's right to claim full compensation for its actual damage to the extent it exceeds the liquidated damages, including lost revenue, lost customers and damage to Scaffcalc's brand or intellectual property, or to seek an injunction. Scaffcalc may also report the breach to the relevant authorities.

9. Support and Documentation

9.1 Scaffcalc provides support by email, in Swedish or English, on weekdays between 09:00 and 16:00 (CET during standard time and CEST during daylight saving time) for errors or disruptions on the website, in the Calculator, or of any other kind. Scaffcalc undertakes to respond to inquiries within three (3) business days.

9.2 Access to Scaffcalc digital documentation, Scaffcalc's digital guides and training material, is included for the duration of the Agreement. Scaffcalc may update, add or remove content in Scaffcalc digital documentation.

9.3 Scaffcalc may from time to time update, change or modify the Service, for example due to bug fixes, new or improved functions or new modules. Such changes may require the Customer to download or install updates, which may alter how the Service functions and how the Customer interacts with it. If Scaffcalc makes updates available, the Customer shall install them for the proper functioning of the Service. Scaffcalc cannot be held responsible for malfunction if the Customer uses the Service without installing updates made available. Scaffcalc alone determines if, when and in what manner updates or upgrades are provided and does not guarantee that any specific change is made to the Service.

10. Consultancy Services

10.1 If agreed between the parties, Scaffcalc may provide consultancy services in regard to the use of the Service. Such services are governed by Allmänna Bestämmelser ABK 09 för konsultuppdrag inom arkitekt- och ingenjörsverksamhet. This does not apply to sections 4:6, 5:3, 7:10 and chapters 9 and 10 of ABK 09, where the corresponding terms of these Terms apply instead.

10.2 Consultancy services may consume Blocks as stated in the Block Schedule.

11. Errors in the Service and Complaints

11.1 In the event of an error in the Service caused by Scaffcalc, the Customer shall immediately lodge a complaint by notifying Scaffcalc in writing of how the Customer considers the Service to be defective. The complaint must be made no later than five (5) days after the error was detected or should have been detected. Otherwise the Customer loses its right to claim compensation for the error.

11.2 Complaints that a calculation or design document is incorrect must be made no later than three (3) months after the calculation was performed. Otherwise the Customer has no right to claim compensation for the error.

11.3 Scaffcalc is not liable for errors or deficiencies in calculations, design documents or otherwise, or for any claims or losses, to the extent they result from acts or omissions of the Customer, from incorrect or incomplete information provided by the Customer, or from errors caused by the Customer. This applies in particular where the Customer has provided information that differs from actual conditions or has left out essential information.

12. Consequences of Errors and Liability

12.1 In the event of an error, Scaffcalc shall be given the opportunity to remedy it. If the error concerns a calculation, Scaffcalc shall be given the opportunity to redo the calculation. Only if the Customer has given Scaffcalc that opportunity and given notice as set out in Section 11, and Scaffcalc determines that the error cannot be remedied, does the Customer have the right to claim other consequences, such as price reductions or damages.

12.2 The Customer is entitled to compensation only for damage caused by Scaffcalc through gross negligence. The Customer shall, as far as possible, take measures to limit the extent of the damage.

12.3 Under no circumstances is Scaffcalc liable for indirect damage incurred by the Customer or in the Customer's business as a result of using the Service. Indirect damage means damage that does not have a direct connection to the damaging event, such as lost profits, production loss, interruptions in construction or decreased sales.

12.4 Scaffcalc's total liability under the Agreement, including consultancy services, is limited, regardless of cause, to an amount equal to two (2) times the fees paid or payable by the Customer for the Service during the twelve (12) months preceding the event giving rise to the claim. If the insurance payout from Scaffcalc's insurance provider is lower, Scaffcalc's liability is limited to the insurance payout.

12.5 Except as expressly stated in the Agreement, the Service is provided as is and as available, without warranties of any kind, express or implied, including fitness for a particular purpose. Scaffcalc does not warrant that the Service will be uninterrupted or error-free.

12.6 Scaffcalc is not liable for the assembly, use or quality of any scaffolding. The Customer is responsible for ensuring that all assembly based on the calculations is carried out in accordance with them, safely and in line with best industry practice, and shall indemnify and hold Scaffcalc harmless from any claims arising from the Customer's assembly or other non-compliance.

13. Information and Intellectual Property Rights

13.1 The Customer understands that the Service depends on data being collected from the Customer and analysed by Scaffcalc. Except as set out below for the AI building import, the Customer grants Scaffcalc the right to use this data to improve the Service and develop new features, provided that the data is anonymized and cannot be traced back to the Customer or any individual. The Customer retains all rights to data it submits to the Service, such as images, drawings and project information. The Customer grants Scaffcalc a non-exclusive, royalty-free right to use images, drawings, measurements and other content submitted to the AI building import to train and improve Scaffcalc's own models and services, also after the Agreement has ended. Scaffcalc shall not disclose such content to third parties in a form that identifies the Customer, and shall remove or minimise personal data before such use where reasonably possible. Outputs and models generated in the Service are governed by Section 13.2.

13.2 All intellectual property rights, including copyright, trademarks and patents, relating to the Service and accompanying materials, including calculations, design documents, three-dimensional models generated in the Service (including by the AI building import), software and documentation, belong to Scaffcalc or its licensors. The Customer acquires no ownership rights, only a limited, non-transferable, non-sublicensable, revocable and non-exclusive right to use the Service during the term of the Agreement solely for the purposes set out in the Agreement. Outputs exported from the Service during the term, such as drawings, material lists and calculation reports, may continue to be used after the term for the projects for which they were generated. Models in the Service, including three-dimensional models generated by the AI building import, remain Scaffcalc's and may not be used after the term.

13.3 Scaffcalc develops and maintains the Service. All amendments, improvements and modifications of the Service or other intellectual property rights are held by Scaffcalc, including those developed as a result of the Agreement or a suggestion from the Customer.

13.4 The Customer may not copy, reproduce, distribute, sell, rent, lease, sublicense or otherwise transfer the Service or accompanying materials to third parties without Scaffcalc's prior written consent, except for the use of exported outputs permitted under Section 13.2.

14. Confidentiality

14.1 The parties shall treat all information about the other party's business operations that is not generally known as confidential. The duty of confidentiality applies during the term of the Agreement and after its termination.

14.2 The duty of confidentiality does not apply to information that a party can demonstrate was known to it before it was received from the other party, that it has received or will receive from a third party not bound by a duty of confidentiality, or that is or becomes publicly known other than through a breach by a party, or that a party is required to disclose by law, a decision of a public authority or the rules of a stock exchange.

14.3 The Customer shall not share login information with, or otherwise allow use of the Service by, anyone outside its organisation.

14.4 Scaffcalc may name the Customer, and use the Customer's name and logo, as a reference in its marketing, unless the Customer has notified Scaffcalc in writing that it objects.

15. Personal Data

15.1 By signing up for and using the Service, the Customer may submit personal data to Scaffcalc. All personal data is processed in accordance with Scaffcalc's privacy policy, available on Scaffcalc's website.

15.2 If the Customer is a personal data controller and Scaffcalc will process personal data on the Customer's behalf, the parties must enter a data processing agreement before Scaffcalc processes such personal data.

15.3 Images, drawings and other content submitted to the AI building import may be processed by third-party AI providers acting as Scaffcalc's sub-processors. Scaffcalc only uses AI providers that do not use such content to train their own models. If content is transferred outside the EU/EEA, Scaffcalc ensures that appropriate safeguards are in place under applicable data protection law.

16. Force Majeure

16.1 Neither party is responsible for delay or failure in performance of its obligations under the Agreement if the delay or failure is due to circumstances beyond the party's reasonable control, including war, insurrection, natural disasters, epidemic or pandemic, fire, strikes, lockouts, embargoes, governmental regulations, national or local power or internet outages, or similar circumstances.

16.2 If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate the Agreement by written notice without liability.

17. Amendments and Supplements

17.1 Scaffcalc may make amendments and supplements to these Terms. They shall be communicated to the Customer by email or through the Service. The Customer is deemed to have accepted them if it does not object in writing within thirty (30) days from the date they were communicated.

17.2 If the Customer objects, the Customer is not bound by the amendment during the current Contract Year, and the version in force before the amendment continues to apply to the Customer until the end of that Contract Year, except where the amendment is required by law or by an authority. The Customer may terminate the Agreement in accordance with Section 6.1.

17.3 Changes to the Block Schedule follow Section 3.5. Other changes to the Plan Description, such as new functions, extended coverage and improvements, may be made at any time and apply from publication. A change that removes a function or narrows the coverage stated in the Plan Description when the Customer signed or renewed is treated as an amendment under 17.1 and 17.2.

17.4 Scaffcalc keeps previous versions of these Terms, the Plan Description and the Block Schedule, with the dates they were in force, and provides them on request.

17.5 Amendments to the Master Agreement require a written document signed by both parties, except for a change made in the Service under Section 1.5 and a price adjustment under Section 5.4.

18. Applicable Law and Dispute Resolution

18.1 The Agreement is governed by the substantive law of Sweden.

18.2 Subject to Section 18.5, any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC). The Rules for Expedited Arbitrations apply, unless the SCC, taking into account the complexity of the case, the amount in dispute and other circumstances, determines that the Arbitration Rules apply. In that case the SCC also decides whether the Arbitral Tribunal is composed of one or three arbitrators.

18.3 The seat of arbitration is Stockholm, Sweden. The language of the arbitral proceedings is English.

18.4 The parties undertake that all arbitral proceedings conducted with reference to this clause are kept strictly confidential. This covers all information disclosed in the proceedings, as well as any decision or award. Such information may not be disclosed to a third party without the other party's prior consent, except to the extent disclosure is required by mandatory law, an order of a competent court or public authority, or is needed to protect, fulfil or pursue a legitimate legal right or obligation or to enforce or challenge an award.

18.5 Disputes where the amount in dispute does not exceed EUR 100,000 shall be settled by Swedish general courts, with the Gothenburg District Court (Göteborgs tingsrätt) as the court of first instance. This does not limit Scaffcalc's right to collect undisputed claims through the Swedish Enforcement Authority (Kronofogden).

19. Miscellaneous

19.1 If any provision of the Agreement is found invalid or unenforceable, the remaining provisions continue in full force. The parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid one that achieves the original intent and economic effect.

19.2 The Agreement, together with any schedules, exhibits or attachments, is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings and representations, written or oral.

19.3 Notices under the Agreement shall be given in writing. Email is sufficient. Notices to Scaffcalc are sent to support@scaffcalc.com. Notices to the Customer are sent as set out in Section 3.5(b).

19.4 If these Terms are made available in other languages, the English version prevails in the event of any discrepancy.

19.5 Sections 6.3, 8.4, 12, 13, 14 and 18, and any other provisions that by their nature are intended to survive, continue to apply after the Agreement has ended.

20. Assignment

The Customer may not assign, pledge or otherwise encumber the Agreement or any of its rights or obligations under it without Scaffcalc's prior written consent. Scaffcalc may assign the Agreement to another corporate entity within the same company group, or to an acquirer of all or substantially all of its business or assets, without the Customer's consent.